Faustian Bargain
by Napkin the Spoony
Summary: The Dark Mage Zeref has left his mark on history. With his legion of demons, he declared war on life itself. Demons with the power to cause genocide, to crush cities, to topple countries. That age has ended. Zeref's demons have been sealed away. Zeref vanished, leaving only destruction in his wake. Fiore could never imagine a new age of demons beginning...but it did.


It was a warm and lively sort of place, despite the fact that it was near empty. He had been unsure of the place at first—the dragon's face carved from brass glaring down at him from its perch on the pagoda rooftop was anything but inviting—but the locals couldn't seem to praise the small restaurant enough. He sat on one of the many stools at the bar, quietly sipping a drink as the chef—a man with the largest forehead he had ever seen—quietly nodded to himself and wiped a glass. He was the only one at the bar, with the few other people sitting in the tables placed around the small fireplace that rested by the wall opposite of the entrance, caught in their own conversations and thoughts.

Briefly, he supposed that he must have looked out of place in the restaurant. Shelves lined the walls, packed with different memorabilia, resting well above the remarkably clean cobble flooring. The room was illuminated in a dull glow by multiple paper lanterns—each table had one as a centerpiece. The only noises in the room were the steady and quiet conversations that the other patrons were making, broken only by an occasional chuckle or giggle. It was nice…which was why he, dressed in a dark cloak that covered him from head-to-toe, was certain that he stuck out like a sore thumb in the aptly titled "Super Express Restaurant".

Sighing, he reached up to adjust his hood, glancing briefly out the windows to the night's sky.

"So…do fairies really have tails?"

He didn't react as a tall man—about a head and a half taller than he was—dressed in a similar cloak that also covered every part of his appearance sat down at the bar next to him, pulling up a stool and ordering a drink. He smiled lightly.

"Do they even exist?" he questioned back, taking another sip of his drink, "You're late, by the way. I've been waiting here for an hour."

"Sorry about that. I had some urgent business. I'm here now though, aren't I?"

"Looking at the girls again?" his smile stretched just a bit wider at the as the other man barked out a laugh.

"The ladies are my business!" the newcomer grinned lecherously, "Tell the old man that I got some good research for my next novel, too."

"I'm sure he'll be excited. It's been quite a while since you've dropped by the Guild. For a member, you don't exactly show up much…"

"_Honorary_ member! I'm just that old goofball's eyes and ears. Nothin' more, nothin' less. Besides, I'm busy with my own problems. I don't have time to stop by and keep the place from running amok every day, you know."

"…He really wants you to join officially."

"He's just looking for someone to pass the torch to. I have enough gray hairs at it is, thank you very much."

"Something has you stressed?"

"Try some_one_. I'll manage, so don't worry about it—not that you would. You've got some problems of your own, don't you, Mr. 'Oberon'? King of the Faeries, eh?"

"…I'd rather not think about it."

"C'mon, don't be shy. There're not many who can actually defeat Gildarts in a head-to-head fight."

"I just outsmarted him—I didn't truly defeat him."

"Say what you want, but 'outsmarting' and 'defeating' are the same thing when it comes to battle. Like it or not, everyone sees you as the new 'ace' now, so…no pressure. I'm envious, really. With a title like that, the ladies will practically be throwing themselves at you!"

"It's not funny."

"No, it's hilarious. I've never seen you get flustered about something before, so let me enjoy the small victory while it lasts…so, how are things with Erza?"

"What about Erza?"

"…You're a genius. You're not supposed to be dense like this."

"Things are the same as they have been."

"In other words, you aren't going to man up and confe—"

"Right, well, are we going to go tonight or not?"

"Not tonight, no. I'm still waiting for someone to arrive."

"Someone else is joining us for the job?"

"That's right."

"Who is it?"

The new arrival chuckled and down his drink, standing and heading towards the door with a small grin on his face, "My stupid apprentice."

"Y-You took an apprentice? I thought it was just a rumor! Who is i—"

"Meet me at the outskirts of town tomorrow night, same time. See ya then."

"Wait! Jiraiya-sama!" he called out, only for the man to walk out the door. Jumping from his seat and slamming a few jewels on the counter, he ran out the door in pursuit of the man. He sighed in frustration, however, as he found no trace of him outside. Pulling back his hood and running a hand through his dark hair, Itachi Uchiha gave an annoyed groan and began his trek back to the small hotel he had rented a room at earlier, _'Some days, it's just not worth getting out of bed…'_

* * *

The old and weary wagon creaked slowly down the equally old and weary forest path, the hoofs of the horse kicking up dirt as birds chirped appreciatively from somewhere up in the many strong branches of the many strong and tall trees. The lush grass on either side of the dirt path was obscured only by the trees and the occasional fallen log or mossy rock. The old man's eyes shifted to the tree line as a rabbit dashed out frombehind a log, one hand clutching the reins while his other hand reached up to adjust the straw hat on his head. He spared a glance to the back of his wagon, where his odd guest rested.

It wasn't often he had company, let alone in the form of the littlest hitchhiker he'd ever laid his eyes upon. The boy's sleeping form was shifting as the wagon shuffled over the unpaved ground, his eyes tightly shut and a light snore emitting from him. In the old man's opinion, he appeared quite weird, but then what did he know about the fashion of youngsters today? The boy had spiky blond hair that fell over his forehead and two piercing blue eyes that were hidden under his eyelids as he slumbered. His skin was tanned and, even though he had said he was twelve, he was rather short for his age. The three whisker-like marks on either cheek didn't go unnoticed by the old man at all, either. He wore a pair of black sandals on his feet, along with black gloves with bandages wrapped around his forearms. Beige shorts that reached just a bit past his knees covered his lower body, while a dark orange, hooded jacket was thrown over a loose black t-shirt. The oddest thing on the boy was the pair of black welder's goggles hanging around his neck, which begged the question of why they were there.

Still, the old man didn't mind the company, despite how odd he was.

As a wheel passed over a particularly bumpy rock, the boy was shook from his slumber as the wagon jolted about slightly. Rubbing the sleep from his eyes and stifling a yawn, the boy turned his head to the old man groggily, "Oi, old man, how much longer until we hit Balsam?"

"We've still some ways to go," the old man chuckled, "You know, it may have been faster to take the train."

The boy flashed a goofy grin, "And miss out on all the sleep I can get on the scenic route? No thanks. Besides, don't you think if I could've taken a train, I would've? I've got my reasons to avoid trains."

"Guess that's true," the old man laughed, "So, what kept you from taking the train?"

"I have bad luck with trains. The last three I was on were hijacked by some radical dark guilds looking to overthrow the royalty," the boy shrugged, "It gets on your nerves, so I decided to try and avoid the trouble."

"Sounds like you've had quite the few adventures in your day, lad. I used to be quite the adventurer too, you know!" the old man chuckled.

The boy offered a good-hearted smirk, "Is this the part where you start prattling on about your glory days?"

"As a matter of fact…" the old man chuckled, "You know, I used to be quite the Mage in my days, even if I don't look like it now."

"You don't say?" the boy questioned casually.

"Uh-huh! I used to be an aspiring magic user—I was even almost a member of Lamia Scale!" the old man nodded, "I had traveled from the sands of Desierto just to try and join the guild!"

"Really now?"

"That's right!" the old man sighed, "But, in the end, I chickened out right in front of the guild, after I got showed up by a kid around your age. Jura Nekis, I think his name was. Last I heard of him, he was making quite a name for himself nowadays."

"Were you well known?"

"Me? No, no—nowadays all the well-known Mages go by their epitaphs! I never even got as much as a nickname!" the old man sighed wistfully, "All you hear about these days are kids talking about those big-name Mages, like Titania or The Demon! There're even those youngster brats running around and acting like hotshots, like Salamander or Behemoth!"

"Behemoth, huh? I've been hearing a lot about that guy lately. They say he's pretty strong."

"Strong? That Behemoth? Ha! From what I hear, he's nothing but a punk! According to the papers, Behemoth took a beating at the hands of some nobody over in Tully! Next thing you know, he disappeared completely! Behemoth was just another upstart who caught a few lucky breaks—it's happened before, kid…kid? You okay back there?"

"…Fine. Perfectly fine…b-but, really, maybe you shouldn't believe everything you read in the papers. I-I mean, Behemoth did train under one of the Densetsu no Sannin, didn't he?"

"And what a waste that was! Guess even geniuses like the Sannin can't work miracles all the time. In fact, there've been rumors floating around that Behemoth never even met a Sannin, much less trained under one! They're saying he was doing it for the publicity, lying to get money and women—what's the world come to nowadays? They'll let anyone be a Mage, I swear!"

"…the hell…"

"Hm? You say something, kid?" the old man looked over his shoulder as he caught a slight mumble from behind him. His eyes nearly bugged out at the sight behind him—the lazy, cheerful boy from before now had a look of pure rage and hatred on his face, his hands curled into trembling fists. His hair was now slightly spikier, and his "whisker" marks were now slightly more defined. The most striking features on the boy now, however, were his scarlet red eyes and the single protruding fang from his lips. The old man's face went pale as his heart stopped, "K-Kid?"

"**THE HELL I DID! THE ONLY PERSON I'VE EVER LOST TO WAS THAT PERVERTED GEEZER, YOU DUMBASS! AND IF YOU THINK I'M GONNA STAND BY AND LET PEOPLE BELITTLE THE TORTURE I WENT THROUGH BECAUSE OF THAT PERV, THEN I'M GOING TO SHOVE MY FOOT SO FAR UP YOUR DAMN—"**

Before the boy could finish his rant, he felt the cart pulling out from under him. In an effort to keep his balance, the boy began to wave his arms back and forth as he tried to find even ground, but due to the sudden jerky speed of the cart, he toppled over bales and fell out of the wagon, cracking his head on the ground. The old man took off screaming about monsters and spirits and of how the forest was haunted, never looking back once. The boy groaned, rubbing the back of his head as he sat up.

"Damn ingrate…" the boy grumbled, "What the hell was that for? He's the one who started badmouthing me, damn it!"

"Hey, don't take it so personally. After all, a lot of folks are jumpy when they come through these woods—you just scared him off, that's all."

"Yeah, everyone's afraid of these here woods. Don't you know about all the bandits that roam these parts?"

"If not, don't worry, kid…"

"After all, you're about to find out."

The boy looked up to see several thugs step out of the cover the forest provided. The characteristics of the bandits were too many for the boy to actually care to observe in too great a detail. Some were lanky and tall, two were built like bodybuilders, and each one was dressed in dark earthy tones—as most bandits who worked in forests would—and brandished a different weapon. One stepped forward with a cocky grin on his face as he waved a dagger in the air, brushing a hand through his dark and greasy hair with a laugh.

"Why don't you let us show you the way to town? We'll give you a good discount—it'll only cost everything you own," he laughed.

The boy gave them a flat look before sighing and shaking his head, reaching up to place his goggles over his eyes, "Got it, I understand—you idiots want to die, right? Well, pick…quick and easy or painful and slow?"

The bandits shared a laugh at that. The boy didn't respond to the laughter—he merely cracked his knuckles and neck before crossing his arms over his chest and tapping his foot as he waited for the laughter to stop. As the thieves finally stopped chuckling, a few of them wiping a tear from their eyes, the one who had stepped up before spoke again, waving his hand in the air dismissively as he did.

"You're a riot, brat—how old are you? Nine?"

"I'm twelve—if you call me short, I'll really get mad."

The bandit chuckled a bit, "Right, well, brat. You might have won a few street fights with your little playground buddies, but we're adults. Adults with _weapons—magical _weapons, I might add. If that's too hard for you to understand, picture a rabbit going up against a bear. But, since we're so kind and you gave us a good laugh, we'll cut you a deal. We'll only take your money and your belongings and we'll let you keep your clothes."

"…I get it. Pleasure doing business with you, then," the boy nodded, a frown stretched across his face as he thrust his palm forward for a handshake. The thief laughed and stepped forward, his own hand outstretched.

"You're smart for your age, brat—I like that! Feel free to stop by and give us more of your cra—"

The man, along with much of the ground he was standing on, was blown away as a large explosion shook the road they stood on. The rest of the thugs watched in shock as their companion went flying into the air, his entire body engulfed in flames. He landed a good few yards behind them, his eyes rolled to the back of his head, displaying his unconscious state. Slowly, the eyes of the bandits turned from their downed companion to look at the smirking boy with a mixture of confusion and fear.

"Don't worry—I held back a lot on that one. He should only need to be hospitalized for a month to fully recover," the boy nodded, cracking his knuckles as a scowl formed on his face, "So…you guys were laughing about something?"

As the old man raced away as fast as he could, he felt both his heart and horse come to a sudden stop when the echo of several large explosions reached both his and his trusty animal's ears. Daring to turn back, his face went pale as a sheet as he saw multiple large columns of smoke rising from where he had left the boy. His mouth dropped, _'J…J-Just what the hell are the young kids getting into these days?'_

The boy, meanwhile, sighed as he walked over to one of his downed opponents and nudged his head gently with his foot, "Oi, I'm just gonna head on down the road now, if you don't mind. You guys gonna survive if I just leave?"

"D-Damn…why do you care? J-Just who are you, anyway, bastard?" the thug coughed and sputtered weakly.

"Name's Naruto," the boy, Naruto, introduced himself, "You probably know me as 'Behemoth', though."

"Y-You? You're Behemoth? B-But you're so short!" the man growled in pain, "Damn…we had no chance from the start, huh? I should've just left for Alberich like that guy said."

"You're lucky you're already down, or I would kick the crap out of you some more for that knock against my height," Naruto glared with a scowl, a deep growl forcing its way from his throat, "If I hear that you guys are still robbing folks in these woods, don't think I'll just ignore it—not even this Alberich person will save you from me."

The man grinned, showing his now-missing teeth, giving a faint chuckle, "H-Huh? You mean to say that the great Behemoth hasn't been invited to Alberich? That's a laugh..."

"I don't really care what it is. If you keep trying to act like a tough guy while half of the road is covered in your blood, I'll really get pissed," Naruto growled out, "I'm already being generous by letting that knock on my height go—don't push your luck, dumbass."

His words fell upon deaf ears, however, as the man was out like a light. Naruto sighed, rolling his shoulder as he stood up straight. Stepping around the thieves, Naruto continued down the path on foot, cursing mentally as he jerked out his thumb in a vain attempt to hitchhike a ride that would hopefully be passing by him soon.

"This is gonna take forever now…" Naruto groaned, "Screw it. I don't care if I have to deal with a bunch of radicals—next time, I'm taking a damn train."

* * *

It was evening by the time Naruto made it to the northern entrance to Balsam. As he reached the crest of a large hill, Naruto let out a deep breath as he stared in wonder of the beautiful sight before him. Balsam was a renowned resort town, nestled quietly into a small forest-covered valley. As one would expect from such a town, the nightlife was breathtaking, with many dazzling lights glowing lively in the dark night, illuminating the town for miles like a torch in the night. Pagodas rose up from the town, towering up to the heights of the many hills and trees that both surrounded and stood in the town, a clear demonstration of the Balsam's eastern architecture. Over all, it was an extraordinarily breathtaking sight, especially when placed against the backdrop of the full moon and the few stars that darted the sky.

Naruto, however, found himself growling in annoyance mere moments after he laid his eyes on the town as the loud and obnoxious sound of someone snoring hit his ears. His eyes snapped into a glare as he quickly found the source of the noise—an old man that was resting at the bottom of the hill the blonde stood upon.

The old man was currently leaning back against a sign that welcomed travelers to Balsam, snoring away with his arms crossed over his chest as he used a large scroll as a makeshift pillow. He wore slightly baggy black slacks with a red sash tied loosely around his waist as a makeshift belt and a pair of wooden geta on his feet. Covering his chest was a black mesh shirt with a simple forest-green t-shirt over it. Hanging lazily off his shoulders was a scarlet jacket, which, much to Naruto's confusion, had never actually fallen off his shoulders, even though he always wore it like that. Finishing his looks, the old man had a long mane of white hair that fell to his lower back, a light tan, and a chiseled build along with two long red marks that ran down from each eye.

Naruto growled, stepped over to the man, and delivered a swift and hard kick to his side.

"Gah! What the hell, you damn—oh. It's you," the old man yelled angrily before calming at the sight of Naruto, "It's about time you made it over here. I was beginning to think you weren't going to show up at all!"

Naruto glared, "Bastard! You're the one who ditched me to skip out on the bill! I leave for five seconds to use the damn bathroom and this is what I find?"

Naruto shoved a note into the old man's face. The man registered the writing as his own, with a hastily scribbled signature at the end to prove it.

_Oi, kid, meet me in Balsam for our next job. Don't make me wait, either!_

—_His Awesomeness, the Great Jiraiya-sama_

"Well, congratulations—I even wrote it down for you, and you still made me wait, stupid apprentice!" Jiraiya sighed, shrugging his arms as Naruto's glare sharpened.

"That's not the point, you perverted geezer!" Naruto shouted, "I'm sick of this crap! This is the seventh time this month, Ero-Sennin!"

"You done your bitching yet, brat? We've got a job to do, in case you've manage to forget…it's a special one, too," Jiraiya mentioned as he stood, grabbing his scroll from the ground and slinging it over his shoulders. Naruto blinked, confusion taking over the anger in his eyes as he watched his perverted master begin to make his way into Balsam. Frowning, Naruto jogged over to the man and looked him in the eye.

"Special? What are we gonna be doing?" Naruto questioned.

Jiraiya grinned, "Eh? And spoil the surprise?"

"The surprise was spoiled the second I had to wash dishes to pay for the bill you stiffed me on," Naruto stated flatly, "What're we doing?"

"I'll be going over the details tomorrow with our other teammate, so just hold on until then. For now, let's go find an inn or something," Jiraiya replied, scratching the back of his head lazily.

Naruto's frown deepened, "Does it involve him?"

"You'll just have to wait for tomorrow~!" Jiraiya laughed, speaking in a teasing, sing-song tone. Naruto frowned.

"How am I supposed to prepare for a job if you don't tell me what the job is?" Naruto questioned.

Jiraiya stopped and turned to face Naruto, placing a hand on his shoulder as a serious look overcame his features, "There are times in life when you won't have the time or information to prepare for the enemy beforehand. Regardless, you can't always avoid situations like that and there will be times you have to fight without any preparation. Think of this as a test to make sure you understand this. I'll tell you about the job tomorrow, so until then don't waste time worrying about it."

"…You just want to get into town and find a girl as quickly as possible, don't you?"

"Well, that and I want to annoy you. Now, onwards, my stupid apprentice!"

* * *

Naruto yawned as he rubbed the sleep from his eyes. He and Jiraiya—having little money on hand—had been out quiet late last night, searching for a cheap hotel to spend the night. When they had finally found one, Naruto had opted to sleep until the job began. He was awoken by his master not more than an hour ago and was promptly dragged out to a large open field nestled between Balsam and the expansive forests that coated the valley. The moon was high in the sky, illuminating the field along with the lights from the town that was at the opposite end of the field. Using this light to make out the dark edge of the forest, Naruto and Jiraiya made their way through the knee-high grasses of the field and over to the entrance of the forests. Sighing, Naruto fell back against one of the numerous trees and glanced at Jiraiya.

"Oi, Ero-Sennin, why not just tell me what the job is already? I'm getting tired of being left in the dark here," Naruto muttered, scratching his head in annoyance.

"Just wait a few more minutes, brat. Our teammate should be showing up any second," Jiraiya replied, tapping his foot impatiently.

"Who is this guy anyway?"

Jiraiya grinned, "You might have heard of him..."

"Oh? Is it some big, famous Mage you managed to sucker into a low-class job with deadbeats like us?" Naruto questioned half-jokingly.

"Hit the nail on the head, my stupid apprentice. Also, in case you haven't noticed, the guy's been standing right next to you for five minutes now."

"Yeah right, Ero-Sennin. You really expect me to fall for tha—gah!" Naruto's sarcastic tone was replaced with a surprised shout as he leapt back a good few feet. Before he had even finished voicing his reply to his perverted master, a figure had appeared out of thin air right next to him, which his peripheral vision had quickly caught. Standing only slightly shorter than Jiraiya, the figure—a young man in his teens with raven hair pulled back into a ponytail to keep it out of his face and dark eyes—chuckled, a twinkle of amusement in his eyes. The man wore a simple mesh shirt underneath of an even simpler black t-shirt, along with similar dark pants and sandals. The only bright color on the man was the ruby red Guild insignia on his left hand, which Naruto easily recognized as the mark of Fairy Tail.

"So," the man spoke, "this is your apprentice, Jiraiya-sama?"

Jiraiya sighed, "Unfortunately."

"I really feel the love, thanks…" Naruto muttered as he felt his heartbeat return to normal after his scare, "Name's Naruto. Since Ero-Sennin refused to tell me anything about the damn job, I have no idea who you are."

The man chuckled, "I see. My name is Itachi Uchiha."

"You two have probably heard about each other before," Jiraiya spoke up, gesturing between the two, "Oberon, meet Behemoth. Behemoth, meet Oberon."

Naruto blinked, turning to his master with a look of confusion, "Oberon? As in _the _Oberon? The strongest Mage of Fiore's strongest guild? The one all the papers and tabloids are raving about?"

Jiraiya laughed as he noticed Itachi's down-trodden face—the guy really hated all the attention he was getting, "Yeah, brat, that Oberon."

Recovering from his annoyance over his fame, Itachi gave Naruto a quizzical look, "I've heard of you as well, Naruto-san. You've made quite the name and reputation for yourself. I have to admit, though, that with a name like 'Behemoth', I was expecting someone taller."

Jiraiya slapped his forehead as Itachi uttered that word. Naruto's pleasant smile instantly disappeared and was replaced with a ferocious snarl—Itachi had to admit that he was impressed by the boy's speed, as had Jiraiya not reached out and grabbed him by the scruff of his clothes, the teenager was not entirely sure he would have been able to completely avoid taking a hit when Naruto leapt at him in a fit of rage. Despite the fact that he was now trapped in Jiraiya's firm and vice-like grip and lifted a good few feet off the ground, Naruto continued to flail around and try to grab at Itachi.

"What'd you say, you freakishly tall asshole? Say that to my face! I'm still growing, you bastard! Call me short again! We'll see who's taller than whom when you're lying out cold on the ground!" Naruto roared, causing Itachi to sweat-drop and Jiraiya to groan.

"First of all, he's normal height. Second, he did say it to your face. Third, stop being an idiot," Jiraiya told his student before looking over to Itachi, "He's got some height issues, as you can clearly see. They never used to be this bad, but then he got the epitaph and now everyone he meets says the same thing about his height or lack thereof. Just…try not to mention anything about height around him."

"I-I see…er…sorry, Naruto-san. I didn't mean anything by it," Itachi apologized, slightly stunned. Naruto huffed but muttered a low "whatever" as Jiraiya set him back on the ground. Jiraiya slapped his apprentice on the back of the head, earning him a glare. Stepping in between the two, Jiraiya sighed and cracked his knuckles and neck before jerking his thumb towards the forest.

"Alright, listen up—I'm only going to say this once," Jiraiya spoke, "Deep inside this forest is a small building that leads deep underground to the former laboratory and base of the notorious Dark Mage, Orochimaru of the Densetsu no Sannin. This is the biggest lead I've managed to uncover after about a good five years of searching. Our job is to ransack the place for any information that can tell us Orochimaru's current location. The base should be abandoned, but there's no telling what kind of traps or experiments of his he left to just gather dust and roam the place. Consider this an S-class job."

"So, you've managed to pick up on his trail then? Excellent," Itachi mumbled, more to himself than Jiraiya, "I was wondering why you specifically requested me for the job."

Naruto grinned excitedly, "Finally! I've been itching for the chance to break that bastard's toys!"

Jiraiya frowned, looking to Naruto pointedly, "You won't be fighting."

Naruto, who was caught in his excitement, took a moment to register his master's words. As soon as he did, however, his head turned so fast that Itachi was sure he would have whiplash. With a look fiercer than the glare he had given Itachi—it was practically murderous with barely-contained anger—Naruto stared his master down, "Why can't I fight?"

Itachi was a bit surprised at how intimidating the young boy could be when he wanted to—though his lack of height ruined any effect, not that Itachi was about to voice his thoughts on this. Jiraiya met the look with a challenging one of his own, his voice dripping with authority as was his form as he replied.

"For a number of reasons, the first being that, as you are now, you might not be able to beat anything in there without going all-out. All the Magic you know are incredibly destructive and you don't have them mastered to the point that you won't level the entire damn building as soon as you start fighting. Furthermore, you lose yourself in your anger and go overboard—a lot. Given your history with Orochimaru, you definitely aren't going to be a little ball of sunshine when we kick the door down at the hideout," Jiraiya spoke evenly, "We need to _find _information, not destroy it. The only reason I'm taking you with me on this is because you'd never forgive me if I left you out of it completely, but I'm drawing the line here. I need you to promise me that you won't start fighting unless I give you permission—it's either that or you wait at the hotel. Pick."

Naruto's glare softened a bit, but he still scowled as he gave a gruff, "Fine. I promise."

'_History with Orochimaru?' _Itachi shot Naruto a brief, curious glance, but decided it would be best to ask Jiraiya when the boy in question wasn't there. Jiraiya shifted his scroll to a more comfortable position on his back and stepped towards the woods, gesturing for Itachi and Naruto to follow suit.

"We'll be finding the entrance to the base about fifty klicks inward—just follow me. I know the location," Jiraiya said, glancing back at Itachi and Naruto, "We'll be moving fast—I want to be there before midnight and be outta there before sunrise, so don't drag your feet and make sure you keep up. Nothing good will come from hanging around a place like that for too long. Understood?"

"Yes."

"Got it!"

"Good. The job begins now," Jiraiya nodded, taking off into the forest at breakneck speed. Silently, Itachi and Naruto followed suit, disappearing into the darkness of the shadowy forest.

* * *

It was safe to say that all three of the Mages were on edge by the time they arrived at the building. Their trek through the forest had been…unnerving, to say the least. The forest was completely silent—the wind did not rustle any leaves and no animals made any noises. It was as if all life in the forest had died, leaving only an empty hollow of trees and grass behind. After an hour of silent and swift travelling, the trio had been shocked as they came across an area in the forest where all the leaves had fallen from the trees, revealing their twisted naked branches. One could literally draw a line where all life in the forest had died, leaving only rotting wood and dead, dry leaves to blanket the ground. At the center of this clearing was a small stone building was carved into the ground.

The building itself was decrepit, despite being made from such sturdy material. The walls were cracked and chipped away and the tiled roof was heavily damaged, with large, noticeable missing chunks taken out of it. A small stone staircase led down to the wide twin doors of the building, over which was a vent with two small, black snakes carved into the stone. As soon as the trio had approached the stronghold, they were overcome with the heavy must that one would normally associate with the stench of death.

"W-What did he do in here?" Itachi frowned, covering his nose as Naruto reeled a bit from the stench. Jiraiya frowned, seemingly unaffected by the smell.

"We're about to find out. Stay together," Jiraiya ordered as they made their way down the stairs. As soon as they pushed the heavy iron doors open, a blast of warm, almost-rotten air hit their faces, much to their dismay. As they stepped in, they found themselves about engulfed in darkness—there was practically no lighting in the building, with the exception of a few torches mounted on the walls, and all that was before them was another staircase, leading further and further into the depths below.

"…Let's go," Jiraiya muttered, stepping down into the darkness. As Naruto watched as his master disappeared into the inky depths, he felt a strong hand on his shoulder. Turning his head, he glanced up at Itachi, who was offering a reassuring smile.

"You alright?" Itachi questioned.

"…I don't like this place," Naruto sighed, turning his gaze back to the dark.

"I understand. This place reeks of death and misery…it's not something someone as young as you should have to deal with," Itachi mumbled, "We'll be out of here in a few hours, though. Try not to let this get to you too much, alright?"

Naruto paused for a moment, "…It's not that."

Itachi blinked, "What is it, then?"

"It just…brings back bad memories," Naruto muttered. With that, the blonde began down the stairs under the curious gaze of Itachi. As Itachi lost sight of Naruto as he disappeared into the darkness like his master had done, Itachi frowned. Without hesitation, he followed the two down as he too was engulfed in the darkness, a thought entering his mind and lingering there as he vanished from view, the light of the moon behind him fading with each step he took.

'_Jiraiya-sama…what aren't you telling me about your apprentice?'_

* * *

"It seems we aren't alone anymore…"

"So it does. Orochimaru-sama was correct in sending us to wipe out any trace of his presence here, then."

"What should we do with the intruders? They can't be allowed to live now that they've seen this much…"

"True…for now, I'll focus on destroying any important data and experiments. You two will have to go deal with the intruders."

"It's two against three, then—the odds aren't in our favor."

"Just leave that to me…I'll make it so that you can easily pick them off one by one."

* * *

The stone walls were bathed in the faint orange glow of the torches that managed to permeate the darkness. On the walls, an intricate slithering pattern was carved, reminding Naruto instantly of a snake—in the dim light, if he allowed his eyes to stare long enough, Naruto could almost see the pattern moving, as if the very walls were made of the serpents. He shook his head and pulled his gaze to his front—Jiraiya had taken up the front, while Itachi hanged back to cover the rear.

"Sheesh…it's just stone corridor after stone corridor with this place," Naruto whispered, scowling, "How spread out is this place? These things have to run throughout the whole forest…"

"It is quite expansive," Itachi mumbled in agreement, "Orochimaru's not the type to make something as extravagantly large as this place without reason—he'd risk being discovered. He had to be doing something important here, important enough to run that risk."

"…That's what worries me," Jiraiya frowned, "Balsam is a popular with tourists and attracts loads of attention each year. Why would that bastard set up a base right next to such a place? He had to know it would be discovered sooner or later."

"Maybe because it was the last place someone would look?" Naruto frowned.

"Perhaps there was a valuable resource nearby?" Itachi proposed, "Although nothing comes to mind…"

The trio fell silent again as they continued down the hallways. After a few minutes in silence, Jiraiya frowned, raising his arm up to halt his partners.

"What is it?" Naruto questioned.

"…Do you guys hear that?" Jiraiya's frowned deepened as he walked over to one of the walls, running his hand over the pattern, "I heard something moving in the wall."

"Are you sure? I didn't hear anything, Jiraiya-sama," Itachi stated, eyeing the walls suspiciously, "Do you think we set off a trap or alarm of some sort?"

"No—we didn't trigger any devices, I've been making sure of it," Jiraiya grimaced, stroking his chin.

"You guys are just being paranoid," Naruto snorted, crossing his arms, "I didn't hear a damn thi—whoa!"

Naruto was cut off mid-sentence as the floor beneath him opened up, revealing a dark and empty chasm. Gravity took its effect, causing Naruto to plummet down the chasm with a horrified scream. Itachi and Jiraiya's eyes widened in shock and both moved to help the boy, but before they could even utter his name in concern, the walls of the hallway shot out, separating the two of them and blocking their way to Naruto, locking them in their own separate rooms.

"Jiraiya-sama!" Itachi pounded on the walls of his room, "Are you alright? Can you get to Naruto-san?"

"I can't reach him!" Jiraiya shouted back, "We're going to have to break the walls down! Just be careful or you might bring the whole place down on our heads!"

Jiraiya and Itachi stepped back, ready to destroy the opposing wall that had trapped them, only to be caught off balance and fall to the ground as their rooms began to rumble and shake. Itachi felt his room lift up and begin to rise, much like an elevator would. Jiraiya, on the other hand, felt his begin to slide horizontally, grating against the other walls of the compound. By the time either of them had realized what had happened and had regained their balance, they were too far apart to aid each other. Itachi destroyed his opposing wall, only to find himself in a completely new corridor, with no sign of either Jiraiya or Naruto. Jiraiya found himself in the same predicament as he let lose a colorful string of curses and took off running down the hallways in search of either of his teammates.

'_We definitely didn't set off a trap! I know that for sure! And if we didn't set it off…' _Jiraiya snarled, _'Someone else did!'_

* * *

"…Man, that hurt like a bitch…" Naruto groaned as he sat up, bringing a hand to his stinging forehead. Wincing, he took a quick glance around, observing his surroundings. He was still in the twisting stone corridors that he was before with the exact same slithering pattern, though now the torches were even scarcer, causing his surroundings to be even less visible. Naruto pulled his hand from his forehead and glanced at it—he grimaced. A thin layer of blood stained his palm. Ignoring the blood that was slowly running from an open wound on his head, Naruto turned his gaze further down the hall, frowning in confusion.

A small, faint blue glow seemed to be emanating from the end of the corridor. Pushing himself to his feet, hissing lightly as his sore body moved, Naruto began his way down the hallway and towards the light. As he got closer, he began to notice faint noises that he hadn't picked up on before. Small clicks and clacks of fingers hard at work, sighs of annoyance or tiredness, hums of thought, and light tapping of footsteps all suddenly hit Naruto's ears as he got closer and closer to the light, which he now recognized as the glow of monitor shining from a doorway at the end of the hall.

Naruto soon made his way through the doorway and found himself in a small chamber, not much larger than the lobby of the hotel he and Jiraiya had stayed at a few months ago in Tully. The serpentine pattern still coated the walls, which were now dyed blue from the light of the monitors in the room, which were the only sources of light inside. Empty bookshelves, some of which were turned over on the ground, collecting dust while tables of burnt and shredded documents sat littered in trash, giving the impression that the room had been hastily abandoned. The cobbled flooring was covered in wiring, which stretched and ran throughout the entirety of the room, all of which led to the wall opposite of the entrance to the room, the wall's space being devoted entirely to one machine.

The machine was large, with several different monitors that seemed to be racing through hundreds of different pieces of information—words flew by on the screens so fast that Naruto had no hope of deciphering anything from them, with the exception of the two most common words used, 'delete' and 'erase'. A pair of hands was busy typing away at different keys that the monitors were stationed around, occasionally reaching out to press the buttons or flick the switches that made up the rest of the machine's surface. Naruto glared at the person working the machine, who clearly made no attempt to hide his presence.

"Quite an impressive machine, isn't it? Normally, only the highest research institutes would have the funds to afford more than a few of these, but my master can be quite…persuasive. Anyway, I see that my little trap brought you straight to me…I wasn't really expecting that, but I suppose it doesn't matter. There must have been a simple malfunction, but it served its purpose well enough," the person spoke, not turning from the machine, "You're not much of a threat, anyway."

"You sprung that trap? Who are you?" Naruto growled, clenching his fists, "What are you doing here?"

"My, you have some nerve. You trespass on our grounds and you're the one asking the questions? I'm afraid that that's not going to work, my friend," the person chuckled a bit, "I can guess why you're here, though. There's only one real reason anyone would want to come to this place."

"Answer me! Who are you?" Naruto roared.

"So temperamental," the person sighed, "I'll tell you my name if you tell me yours. How's that? Fair enough?"

Naruto scowled, lowering into a loose fighting stance, "Call me Behemoth."

"Behemoth? Oh my—how scary," the person laughed sarcastically, slowly turning to face Naruto as he pressed a few more keys. He was a young man, seeming to be around the age of fifteen or so, with a lean build and long silvery hair pulled back into a short ponytail. He wore a sly smile on their face, along with a pair of circular, thick-rimmed glasses over his eyes. He wore a white lab coat over a simple dark purple shirt, along with black pants and a white sash tied around his waist as a belt. He took a step towards Naruto, his dark boots clacking against the stone ground, gesturing to himself with his hand, "My name is Kabuto Yakushi. Let's be friends, Naruto-kun? I've heard an awful lot about you, after all."

"I have no interest in being friends with a pathetic pawn of a snake!" Naruto hissed venomously.

"How hypocritical of you…" Kabuto murmured, pushing his glasses up the bridge of his nose, "Be angry all you want, but I'd rather not fight you. Just let me finish my work and I'll be out of your hair."

"What are you doing here? This place was abandoned!" Naruto shouted, "Tell me what you're doing here or I'll blow this place to smithereens!"

"It's not nice to tell fibs, Naruto-kun. You wouldn't dare destroy this place with your allies running around it, would you? My associates should be dealing with them right now, however," Kabuto shrugged, turning back to the machine and typing a few more keys, "It's not like I expect those fools to win, either, but a distraction is needed to hold off Jiraiya and the Uchiha, anyway. They are the real pawns here, Naruto-kun. But, if you do want to blow this place up, by all means, be my guest. It's what I'm here for, after all."

Naruto's eyes widened, "What did you say?"

Kabuto smirked, "I was sent here to wipe out any…shall we say, useful information regarding Orochimaru-sama that may have been left behind. I've already wiped this place clean, you know, with the exception of a few files here or there that are a bit dangerous to get to. It's not that it matters, anyway, since I'll be detonating this place in just a few moments. Orochimaru-sama is a very careful man, Naruto-kun—he always makes sure that there is a way to eliminate everything that may leave him vulnerable."

"I'm not gonna let you!" Naruto roared, "Just try detonating this place! I'll kick your ass and get the information on Orochimaru!"

The room began to tremble slightly as a loud and abrasive noise echoed in from the hallway.

"It seems my friends have met yours, Naruto-kun," Kabuto muttered, turning to face Naruto, "I told you, they're the pawns here, Naruto-kun. I'm not a pawn—I'm something much greater. I wonder…can you keep up with me? I won't go easy on you."

'…_Sorry, Ero-Sennin, but it's either fight or this place goes up in flames with us in it,' _Naruto shot a vicious grin at Kabuto, "If you're gonna underestimate me, don't blame me when you get hurt."

* * *

Itachi sighed as he observed his opponent. He was a young man of about fifteen with spikey black hair and a crooked grin on his face. He wore a simple pair of glasses, a dark jacket zipped up completely, faded purple pants and sandals—over all, he was certainly not going to be intimidating Itachi on appearances alone. As Itachi had been attempting to find either Naruto or Jiraiya in the labyrinth-like stronghold, the wall had slid open and his assailant had leapt out, attempting to kill him swiftly. Itachi had, of course, dodged effortlessly and quickly put distance between them.

"Itachi Uchiha, eh? I've heard that you're strong," the man grinned, "My name is Misumi Tsurugi—I'll be famous after I kill you, too."

"…Is that supposed to be threatening?" Itachi frowned.

Misumi chuckled, "I really hate pretty boys like you, you know. Everybody loves you. You hardly have to do a damn thing to gain attention and recognition! It pisses me off…"

"While I would love to stay here and disagree with everything you just said, I also have things to do, so if you wouldn't mind stepping aside," Itachi gave an annoyed sigh, "I would like to be on my way."

"Didn't you hear what I said, bastard?" Misumi shouted, charging at Itachi, "I'm gonna paint the walls with your blood! Do your worst, you son of a bitch!"

"Do my worst? Very well, then."

As Misumi got close to Itachi, his arm lashed out and began to stretch across the distance between them. By the time it reached Itachi, it began to wrap around his throat in an inhuman coil as his other arm lashed out as well, his neck also stretching out, allowing his head to rocket towards Itachi. Soon enough, Misumi's other arm was twisted around Itachi's right arm, preventing him from moving it, his torso and legs were wrapped around Itachi's own torso and legs, and his head rested on Itachi's shoulder, allowing him to whisper into Itachi's ears. Itachi, unmoving as he was, appeared aloof and level-headed as ever.

"It was a mistake letting me get so close, pretty boy! My Magic is _Modification_! I can make my body as soft as clay or as strong as steel, as flexible as rubber or as unmoving as rock!" Misumi's words dripped with malice as he spoke, his beady eyes narrowing in rage, "I'm going to break your neck, bastard. Die in the name of Lord Orochimaru!"

"I see…I was wondering what the strength of one of Orochimaru's men would be like…I'm not impressed. To fall for such a simple illusion, you're still very weak."

"What?" Misumi's eyes widened as he heard Itachi's voice mocking him, though the man's lips never moved even once. All at once, the Itachi he had in his iron-like grip faded from existence, leaving Misumi standing there in confusion. Misumi's head whipped around to find Itachi staring at him with a bored look on his face a few feet further down the hall. An angry expression quickly overtook Misumi's surprised one as he growled deeply.

"What was that?" Misumi roared.

"That was a very weak illusion cast by a Magic of my own known as _Daydream_," Itachi explained, "After fighting Gildarts, normal fights have gotten to be a bit boring. I was hoping for a challenge, at least, but it appears as though I won't be getting my wish today."

"Damn you! Just die already!" Misumi roared, charging at Itachi again. Itachi stood there, watching him grow closer and closer.

"You said you wanted to see my worst," Itachi muttered as Misumi's arm lashed out again, "I might as well finish this quickly and show you. I normally don't use this, but since you requested it…"

Misumi's arm raced towards Itachi and a breakneck speed, blurring out of vision as his anger and humiliation overcame him. Itachi closed his eyes and clasped his hands together, softly humming in concentration as he ignored the danger in front of him. Misumi's angry scowl turned into a vicious smirk as he his arm got closer and closer, laughing as only a foot of distance stood between the Uchiha's throat and his grip, "Too slow, bastard! Die!"

Itachi's eyes snapped open, "Bring silence…"

Misumi had to use his other arm to shield his eyes as a piercing yellow light filled the previously dark corridor. His arm continued advancing to attack Itachi, though as soon as it made contact with something tangible, Misumi cried out as he reeled his arm back in pain, a searing, burning sensation overtaking him. As the light dimmed and Misumi's sight returned to him, he found himself nursing a horribly burnt arm, covered in what had to be third degree burns and blisters. His ferocious glare turned to a stunned expression, his eyes going wide at the mere sight of Itachi.

Itachi was now bathed in a golden aura, his impassive stare striking into Misumi's very soul. From the aura, a shape slowly began to morph into place around Itachi, twisting and churning until it resembled something akin to a ribcage made of pure magical energy, large enough to fit Itachi comfortably inside. Misumi's body trembled as a wave of nausea hit him, taking a few steps back out of intimidation. Itachi frowned at him.

"…_Ethereal Champion_," Itachi finished, stepping forward, "This is my strongest Magic—not many have seen it. As it is now, I am still holding back a great deal. I know you wanted to see my worst, but anymore and I cannot guarantee that you would live through my next attack. I'm afraid this is the end."

"N-No way…" Misumi muttered, breaking out in a cold sweat as the ribcage floating around Itachi formed a shoulder blade, with a long skeletal arm made of the same golden magical energy appeared, "W-Wait! Y-Y-You're a pretty boy, a g-good guy! P-Pretty boys are supposed to be m-merciful, aren't they? M-Mercy, please!"

"I have no mercy for someone who would willingly serve that snake," Itachi responded, "I guess I'm not pretty."

The arm lashed out and seized Misumi's entire body. Instantly, the searing, burning sensation washed over his entire form as his mouth wretched open in a silent, pain-filled, agony-induced scream. It was only for a moment before the hand slammed Misumi into the floor of the hallway, easily shattering the stone and leaving the unconscious and burned youth in a small crater that was formed upon impact. Itachi closed his eyes once more and hummed in concentration again—moments later, the aura had died out, leaving the corridor in nearly complete darkness once more. Wordlessly, Itachi passed his opponent's prone form and continued his search for his teammates.

* * *

Jiraiya's eyes narrowed as he found himself bathed in a shallow cyan light as he stepped through the threshold of a large open chamber. He had been searching for his comrade and apprentice when he had discovered a large doorway, barred tightly by a thick iron latch and a shabby magical seal. Both of the locks were easily broken by Jiraiya, who had proceeded to kick the door down and step inside. The chamber was perhaps the size of a street block, if not a bit wider, and extended high up, with steel beams running across the ceiling of the room to support it, as well as tall stone columns that extended from the ground that numbered six in total. The walls and columns all had the same serpentine pattern running along them, clearly visible in the faint light.

The faint glow, Jiraiya observed, was coming from multiple glass containers that littered the room, each about as tall as a person and filled with a strange cyan liquid. Each of the containers had a metal base, which all had different dials and wires leading in and out of it. If Jiraiya had to guess, he would say that there were a good hundred or so in the room with him. While many of the containers held only the liquid, others held the mangled bodies of humans, ranging from young children to grown adults, twisted expressions of pain and agony frozen onto their faces. Jiraiya gave a dark frown as he continued into the room.

"So I see you've discovered the main chamber of the hideout…Kabuto wasn't supposed to send you here. Something must've gone wrong, but I guess this works out for the best."

Jiraiya glanced upward to find a young man of about fifteen sitting on top of one of the many steel girders that ran across the ceiling, dangling his legs over the edge of one. He was tall for his age, with long brunette hair that fell down to his shoulders and an even tan. His eyes were obscured by the dark sunglass he had placed over them, and he wore a sleeveless dark purple shirt with baggy white pants and dark sandals. His expression was even, calm and stoic as he spoke in an uncaring tone.

"Oho? Orochimaru even has brats like you working for him, eh?" Jiraiya offered a haughty smirk, "Mind explaining what's going on here, brat? This place should've been abandoned…"

"My name isn't 'brat'. Call me Yoroi if you're going to bother addressing me," Yoroi introduced himself, "Lord Orochimaru gave very specific orders to us, but we weren't expecting any trouble in our own base. We have a job to do here—that's all you need to know. Unfortunately for you, now that you've come here, I can't let you leave this place alive—what's more, you walked right into Hell. You're outnumbered."

"Outnumbered? Unless you're counting the corpses, I don't see any army, kid," Jiraiya shot back, "If Orochimaru's biggest trump card is a bunch of dead bodies, he has gone even crazier than I thought."

"Lord Orochimaru picked an opportune location for this base, considering its purpose," Yoroi ignored Jiraiya's comment as he continued, "Balsam draws in a huge number of people each year, so it's only natural that having a dozen or two plucked out from the crowd will go mostly unnoticed by the Magical Council. Some of them never even made it to Balsam—we picked them up on the road over. Bandits always use the woods as cover, so the blame was pinned on them. What you see before you are the failed experiments, but even they can still serve a purpose…"

As if on cue, the glass containers began to split open, allowing the liquid inside to simply flood out and splash onto the floor. The bodies housed in the containers also fell out, smacking against the now-soaked stone floor with a sickeningly wet thud. Jiraiya's eyes narrowed as he watched on slowly twitch before letting loose a gasping, dry groan from its throat. Slowly it began to climb to its feet, its sunken eyes finding Jiraiya. Despite the creature that was once human appearing to be almost mummified, with a clearly starved body to the point that once could see bones and leathery, patched skin, it moved with surprising speed as it stumbled towards Jiraiya. Soon, another followed its suit. And then another. Jiraiya quickly found himself to indeed be surrounded and outnumbered.

"…So Itachi was right. This base was built due to it being so close to a valuable resource—humans," Jiraiya sneered in disgust and anger, glaring up at Yoroi, "You don't even care, do you? That you helped kill this many people to make these monsters?"

"It is none of my business what Lord Orochimaru has planned," Yoroi stated evenly, "Wherever his plans take him, I will follow and support him."

"You're just another brainwashed pawn of his," Jiraiya muttered. Suddenly, six of the creatures leapt into the air, sailing towards Jiraiya, their boney arms outstretched. Jiraiya jumped up as well, kicking away the first and backhanding the second to the ground. Jiraiya clasped his hands together as he swiveled midair to face the remaining four.

"_Fire-Make: River!_" Jiraiya roared as fire flew from his hands in a steady and swift stream. The four creatures that found themselves caught in the flames let out guttural, pain-filled screams as they fell to the ground, their skin burnt a charred black from the intensity of the flames. Jiraiya landed gracefully on the ground in the center of the circle that the creatures had formed around him, each of them staggering closer and closer to him as he slammed his palm on the ground.

A large plume of smoke covered the man from view as the creatures began to draw within arm's reach. What followed next was a blur for Yoroi, who had been observing from above. A huge tongue shot out from the smoke and lashed around in a wide circle, knocking every one of Orochimaru's creations into the air and onto the ground so fast that Yoroi had barely seen it. When the smoke cleared, Jiraiya was now kneeling on the back of a large toad, orange in color with blue markings running along its body and a necklace hanging around its neck.

"Great assist, Gama," Jiraiya grinned down at the toad, which croaked happily. Yoroi's eyes widened as he leapt from his sitting position, pointing at Jiraiya with an rage-filled look overcoming his normally stoic features. Jiraiya smirked back up at him.

"That Magic! It's the same _Summoning _Magic that Lord Orochimaru has!" Yoroi yelled out, "B-But then that would make you…"

"I'm not surprised to see a young brat like you who still reeks of his mother's milk didn't recognize me, so allow me to introduce myself!" Jiraiya spoke, beginning a flashy dance atop the back of Gama, "My very presence brings men to shame! My looks make women swoon and fall head over heels! A hero of the people, an idol of men, and a legend among the ladies! Master of the _Summoning, _one of the Densetsu no Sannin, I am the great Mage known only as the God-Sage, Jiraiya!"

"O-One of the Sannin?" Yoroi cursed as he backed away in fear.

Jiraiya eyed the fallen creatures that were slowly beginning to recover and stand once more before turning his gaze down to Gama, "Oi, Gama, can you take care of these guys while I handle him?"

Jiraiya grinned lightly as he felt Gama's head nod and heard a strong and positive croak from his companion. Jiraiya gave a powerful leap off of Gama and easily cleared the height needed to land atop one of the girders as he did. Yoroi, who was quickly planning to escape, flinched as he suddenly found himself face-to-face with the legendary Mage himself. Yoroi quickly leapt back, falling into a tense fighting stance causing Jiraiya to smirk.

"I won't allow Lord Orochimaru's work to fall into your hands!" Yoroi called out.

"You're trembling, brat," Jiraiya taunted, falling into a loose stance of his own, "What are those things? How did Orochimaru make them? Why did he make them? If you give me some good answers, I might just let you walk away."

Yoroi twitched at the tempting offer, sweat coating his skin, "…I-I won't betray Lord Orochimaru!"

"I see…then, at the very least, I'm gonna have to have you go to sleep for a bit!" Jiraiya declared, clasping his hands together once more, "_Wind-Make: Flock_!"

Thrusting his hands forward, a flock of twenty birds flew from Jiraiya's hands, all of which were shaped from the air around them, flying towards Yoroi. Yoroi growled and outstretched his own palms. As the birds flew closed to the boy, they were each slowly sucked towards his hands. Where the birds met his palms, instead of the normal cutting effect of the Magic, the birds were absorbed into his palms, one after another until none of them remained.

"With my Magic, _Leech_,I can absorb any nonphysical attacks you throw at me…" Yoroi muttered, as the birds flew out of his palms once more, aiming for Jiraiya, "And send it right back at you!"

Jiraiya leapt to another girder to avoid the attack. The birds descended upon where he once stood, slicing into the metal easily and causing the cut girder to fall to the ground, smashing into the empty glass tanks with a loud crash. Jiraiya glanced over to Yoroi with a dangerous grin on his face as he clapped his hands together. Yoroi's eyes widened as different magical runes and symbols began to appear on Jiraiya's skin, covering him from head-to-toe in glowing runes.

"So…only physical attacks work, then? I'm about to show you something neat, kid. Rarer than the _Summoning _Magic that only three people know, it's a Magic only known by two people in the entire world! The original Magic technique that my apprentice and I developed together…" Jiraiya grinned, "_Demon Slaying Arts: Hammer_!"

Yoroi's eyes widened as Jiraiya disappeared, vanishing in thin air. He didn't have time to react or look for the man as he reappeared in front of him, his fist lodged deep in his stomach. Blood and saliva spewed from his mouth as Yoroi rocketed off the girders with tremendous force, slamming into the broken glass and stone flooring below. Yoroi groaned in pain as he watched Jiraiya appear next to him, _'S…So fast…I can't even see him move…'_

"_Demon Slaying Arts…_really all it is are magic runes that we can activate or deactivate at will. They vastly increase our speed, strength, durability and Magic—it can put a skilled Mage on equal terms with Zeref's demons. My apprentice and I developed it for the sole reason of fighting demons…because we know Orochimaru has been developing demons, just like Zeref did when he plagued Earthland with his presence," Jiraiya spoke, "And you're going to tell us where he is so that we can stop him and what he's after so that we can stop him."

"…F-Fool…betraying Orochimaru-sama…i-is much s-s-scarier th-than anything you c-could do to me…" Yoroi coughed out, weakling glaring up at Jiraiya, who frowned. An audible groan—one that belonged to Orochimaru's experiments—reached their ears as they both looked to see Gama still fighting the creatures, which never seemed to stay down for more than a few moments before rising to fight again, regardless of how Gama beat them. Jiraiya quickly leapt over to Gama and onto his back.

"You ready, Gama? We're finishing this!" Jiraiya roared, the runes on his skin glowing brighter. Gama croaked in agreement as oil began to spew from his mouth rapidly, flowing strongly with no end in sight. Jiraiya clasped his hands together once more as the runes brightened, "_Unison Raid: Demon Slaying Art—Toad Firebomb_!"

Yoroi watched as a cyclone of flames erupted, twisting around and around as the bodies of the creatures were twirled around inside of it, burning slowly as they charred to blacken husks. Overwhelming heat splashed against Yoroi's face in waves, stinging his fresh cuts and worn body as his eyes watered from the blaze. The inferno gave a proud and strong roar that rang out over the experiment's cries and groans of agony and misery. As soon as the flames had done their job, they vanished. Gama disappeared, bidding Jiraiya a final croak goodbye. Jiraiya now stood alone in a field of broken glass and burnt corpses, a stoic look on his face despite the smell that had Yoroi gagging for fresh air. Slowly, Jiraiya looked over at Yoroi.

"So…what were you saying about Orochimaru being scarier than me?" Jiraiya questioned, "It's not too late to answer my questions."

Yoroi trembled, "…H-How did you k-know about O-Orochimaru-sama's demons?"

Jiraiya's look turned dark, "You're not the one to be asking questions, kid. Where is Orochimaru now? What are his goals?"

"…Orochimaru-sama…he has been t-t-traveling between several h-hidden bases, t-tucked away in locations all across Fiore, b-but this was the only one I've been to. H-He's been creating demons to sell on the black m-market as s-soldiers and fighters to raise funds for his goal. I wasn't i-informed of any of his plans—I was j-just sent to wipe out information in this base when we heard that it was d-dangerously close to being discovered. Right n-now…Orochimaru-sama…he's at a base where o-only his elites are allowed to go. I-I don't know its exact location…I only know a rumor about its general area."

"And that is?" Jiraiya pushed.

"I-It's said that the base is Orochimaru's main headquarters…and it's on Z-Zonia Mountain."

Jiraiya frowned—Zonia Mountain was widely considered to be the most inhabitable place in all of Earthland. Its creatures were ferocious and deadly, its terrain was harsh and unforgiving—it was for these reasons that the mountain was restricted to most people by the Magical Council, which made the location forbidden after so many had lost their lives daring to venture there, only to never be heard of again. He glanced down at Yoroi again, about to ask another question, only to find that he had fallen unconscious from the sheer amount of pain he was in. Sighing, Jiraiya turned and walked out of the room, leaving behind Yoroi, who he decided wasn't important enough to tell him anything else useful, and continued to search for Naruto and Itachi.

* * *

"Come now, Naruto-kun. Is that really the best you have?" Kabuto sighed, adjusting his glasses, "I had heard rumors of 'Behemoth'—I was even more excited when I found out that you and he were the same person. But this…this is just so disappointing."

Kabuto frowned as he stared at the down form of Naruto. He had spent the last ten minutes beating him around like a ragdoll, easily cancelling or blocking whatever spells the boy had tossed his way. He seemed to have a penchant for _Wind-Make_, though Kabuto knew this was not the boy's only Magic—the Sannin were all masters of several types of Magic, and he was sure that an apprentice of Jiraiya would be the same, so he truly was confused as to why the blonde was only using _Wind-Make_.

The room, that had merely appeared ransacked and abandoned, had now become a miniature warzone. The tables and bookshelves that had been gathering dust were now splintered and broken into pieces, smashed by the force the two had used in their quick skirmish. The slithering pattern on the wall was now ruined, destroyed by large missing chunks of stone, horrible and deep scratches and cracks that spread like a spider's web in the stone. The papers that had been torn or burned now littered the room, some pieces still floating in the air gently to the cracked and damaged stone floor.

Naruto groaned from his position on the floor—his entire body ached. His orange jacket had been tossed aside after it had been sliced apart by his opponent's unnamed magic, his beige shorts were now stained with his own blood as was his shirt, which now had a good several cuts in it, as did his skin. Sitting up, Naruto glared at Kabuto—the boy was certainly the better off of the two. He only had a slightly bruise on his cheek and a cut on his hand. His coat was now stained with blood, but it was mostly Naruto's.

Pushing himself up, Naruto spat out a glob of blood, and clasped his hands together, "_Wind-Make: Lion_!"

Created from the air itself, the creature gave a mighty battle cry as it charged towards Kabuto, fangs and claws poised to tear the man apart. Kabuto smirked and held up his arm—his skin morphed into a deep green color as scales began to appear on his arm, "I believe we've been through this before, Naruto-kun. If all you keep throwing at me are simple wind attacks like this, you won't defeat me. I had heard that Behemoth was far stronger than this—I haven't even shown you my full power! What's wrong?"

As the lion drew near, Kabuto's scaled arm shot out and struck the beast with the back of his fist—it dissipated instantly, not harming Kabuto in the slightest. Naruto cursed, _'Wind-Make is the only thing I have that won't destroy the place if I go overboard...'_

"I'm done playing around, Naruto-kun! If you won't come at me seriously…" Kabuto sprung towards him, the palm of his non-scaled hand glowing light green, "Then I'll come for you!"

Naruto cursed again as Kabuto fell upon him, swiping at him with his glowing hand—Naruto had been on the receiving end of this attack before during their fight and he didn't want to experience it again. Naruto ducked under Kabuto's first swipe, driving his fist into Kabuto's side as he did. Confusion wracked his mind as Kabuto showed no reaction to his blow—he had fought grown adults that couldn't take even one of his hits! Nothing he threw at Kabuto fazed the boy, though. Naruto jumped back to avoid another swipe—he was struck seconds later, though, by Kabuto's scaly arm.

Naruto felt the air rush from his lungs as he lurched forward. Kabuto gave him no recovery time as he swiped at Naruto again. Where his glowing hands connected, Naruto felt the stinging pain of his flesh being cut open as he began to bleed openly from his new wound. Kabuto gave Naruto's three new cuts on his chest before delivering a powerful kick to the boy's chin, sending him flying into the air and out into the hallway, where his back collided with the stone floor.

"W-What are you?" Naruto coughed, wincing as he sat up to glare at Kabuto, who hung in the doorway, "Y-You're not normal. My punches can break boulders! You don't even look like it tickled you…I thought it was Magic at first, but your body's just not normal!"

Kabuto chuckled, "Very observant of you, Naruto-kun. It's true that I'm not normal—I'm not like you by any means. I'm still human, after all…well, I guess I'm not entirely human. Whereas you are Jiraiya's apprentice, I am Orochimaru's."

"Y-You're his apprentice?" Naruto glared.

"That's right. My training is almost complete too—there're not many that can defeat me," Kabuto smiled, "You have become a lot weaker under Jiraiya's tutelage, Naruto-kun. Orochimaru-sama has told me of a time of when you would easily be able to tear me to pieces. Now, you can barely stand up to me."

"I haven't become weaker…I've become human," Naruto argued, standing, _'Sorry, Ero-Sennin. I can't afford to hold back against the snake's apprentice.'_

"Now you're just lying to yourself," Kabuto sighed. The silver-haired boy watched as Naruto clapped his hands together. Slowly, magical runes began to spill out and litter Naruto's skin, glowing a bright purple as they did so. The boy suddenly disappeared from view, causing Kabuto's eyes to widen. Kabuto leapt forward just in time to avoid an axe kick from behind, the force of the blow shattering the stone that he once stood on like glass.

Before Kabuto had time to gain his bearings, Naruto descended on him again.

"_Demon Slaying Arts: Helm Splitter_!" Naruto roared, clasping his hands together and bringing his fists down upon Kabuto's head. The blow force the boy's torso to bend down, where Naruto was waiting with his knee poised to smash into the teen's face. Naruto gave a war cry as he drove his knee home, feeling his opponent's glasses shatter against his leg, "_Demon Slaying Arts: Spearhead_!"

Kabuto stumbled back, glass in his eyes and his nose caved in, oozing blood and snot. Naruto charged him again, grasping him by the collar of his shirt and struggling to toss him over his shoulder. As he attempted to throw his opponent, Naruto quickly realized just how odd Kabuto's body was. The boy was heavy, though not in a humane way. Kabuto had to weigh at least one ton, Naruto realized as he quickly opted to smash his forehead into the boy's face instead.

"_Demon Slaying Arts: Stone Breaker_!" Naruto shouted, slamming his head into Kabuto's. Kabuto stumbled back farther, grasping his face in pain as blood seeped through his hands and onto his clothes. When the corridor began to fill with light, Kabuto's head shot out of his hands to observe his opponent. Naruto's palms were outstretched, the magical runes glowing brightly on his body as a magic seal began to materialize before his palms. Kabuto grinned, despite his stinging pain.

'_So…this is the sacred Magic of the toads that even Jiraiya could never control…' _Kabuto grinned maniacally at the sight of such a rare Magic, _'The rumored 'Primordial Magic'…'_

"_Muspelheim_!" Naruto roared. A blue light filled the corridor, blinding Kabuto and forcing him to shield his eyes from the light. As Kabuto regained his sense of sight, he look back up to find Naruto's fist only an inch away from his face. Naruto's arms were now engulfed in raging blue flames that danced wildly across the blonde's skin. Kabuto moved on instinct, dodging to the left to avoid the blow—his body seized up when he felt Naruto's hand grasp the wrist of his arm.

Kabuto watched in a daze as the flames spread and licked up his own scaled arm in Naruto's grip, getting as far as his elbow before he snapped out of it and wretched his arm out of Naruto's grip. Kabuto backed away, expecting to feel a burning pain as his flesh would cook under the legendary Magic's fires…to his confusion, however, no the sensation of searing pain never hit him, though he could feel the incredible heat radiating from the fire. He looked between the flames that coated his arm and Naruto in confusion, silently demanding an explanation.

"_Muspelheim…_is a Magic that summons up a special kind of flame," Naruto spoke, glaring at Kabuto, "The flames of _Muspelheim _are alive and connected to me. They feel what I feel…and right now, they feel my hatred of you…they can feel that you're my enemy. There's just one thing you should really know though…_Muspelheim _doesn't burn…it just devours."

Kabuto's eyes widened as he let loose a scream of pain and fell to his knees. He looked to his arm, which was still coated in the blue fire—rapidly and incredibly painfully, the fire was beginning to eat through his flesh, devouring his very body as if it was a beast that had not fed in years. His body trembled, his mind went numb from the sheer amount of agony he was in—his body lurched as his stomach's content emptied onto the floor, blood noticeably hacking out of his mouth as well. Quickly, Kabuto raised his other hand as it once more began to glow and brought it down on his fiery appendage.

Kabuto's arm fell to the floor, where it was fully devoured moments later, and blood spurted from his wound. Almost instantaneously, a new limb erupted from Kabuto's bloody stub to replace the one lost, causing more blood to spill out onto the floor. Flexing his new arm gently, Kabuto glared up at Naruto, only for his expression to change to a horrified one—Naruto had brought his fiery hands up to his mouth and had inhaled a deep breath…

"_Muspelheim: Call of Surtr_!" Naruto shouted, exhaling. A torrent of blue flames shot from his mouth and hands, growing larger and larger until it took up the entire hallway. Kabuto quickly turned and began to flee from the fire, though he could feel the heat of the flames behind him as he ran, constantly engulfing the spot that he had just been in moments before and encouraging him to run faster. Relief washed over Kabuto as he saw that the corridor made a turn up ahead. He quickly ducked around the corner as the flames continued to fly straight. They fire slammed into the wall, piercing it easily as it devoured the stone.

Kabuto, who had shut his eyes and turned away from the blinding light and unbearable heat of the flames, looked back to see the results of the attack after it had finally died down. The flames had not only cut through the wall, but had continued to eat through the earth for a distance that matched that of the hallway itself. Kabuto pulled out a small lacrima as his wounds began to regenerate. Frowning, he smashed the lachrima to pieces.

'_I'd love to stay and get serious, Naruto-kun, but I'm afraid I'm due back to report to Lord Orochimaru. I'll let you have this victory today,' _Kabuto smirked as the wall opened behind him, allowing him to step inside before closing back up. Naruto panted as he dismissed the flames of _Muspelheim _as well as the magical runes of his _Demon Slaying Arts_. Wiping the sweat from his brow, Naruto was just about to walk back into the room and search the machine for information when an alarm began to call out and echo throughout the hallways.

_Five Minute Warning: 'Trigger Lacrima' has been activated. Balsam Stronghold is set to detonate in five minutes…four minutes, fifty-nine seconds…four minutes, fifty-eight seconds…_

'_What?' _Naruto's felt his heart stop at the warning,_ 'B-But Jiraiya and Itachi are still in here! I don't even know where a damn exit is!'_

Just as Naruto was about to panic, the corridor wall a few feet ahead of him smashed to pieces, flinging in dirt and stone. Shortly after, Itachi and Jiraiya stepped through the hole they had made, both smiling in relief as they spotted Naruto, who shot them a grin.

"It's about time, you bastards! You won't believe the shit I've been through tonight…" Naruto called, running over to them.

"We can discuss that later," Jiraiya spoke, "Who's up for getting the hell outta here?"

Seeing as no one was opposed to the idea, the trio walked back through the hole that they had made and quickly spent the next two minutes literally busting their way out of the stronghold by breaking down every wall and ceiling that blocked their way to the exit and then proceeded to hightail it out of the forest at full speed. By the time the hideout did erupt in flames, the three were already back in the field they had begun in, laughing in a mixture of both relief and success.

* * *

"So…when were you planning on telling me that your apprentice had mastered the Magic that you failed to? _Muspelheim _is dangerous…if the user can't control their emotions, they can end up destroying something they truly care about," Itachi spoke as he approached Jiraiya. Itachi took a seat at the bar and ordered a drink, glancing at Jiraiya, who sighed into his glass. After they had returned to their hotel room, Naruto had explained to them his ordeal in great detail, particularly in having to fight Orochimaru's apprentice and the strange qualities of his body, such as regeneration and his incredible weight. Naruto now lay at that hotel room, resting and patched up. Jiraiya had dismissed Itachi, saying that he would mail his payment to Fairy Tail and had left for the Super Express Restaurant.

"The same can be said for all Magic," Jiraiya sighed, "_Muspelheim _and the other "Primordial Magic" are Magic that choose their wielders…they're alive, just like we are. _Muspelheim _just chose Naruto."

"There's more than just one?" Itachi frowned.

"That's right," Jiraiya nodded, "I only know two people who can use them, though, and Naruto's one of them."

"…What connection does Naruto have to Orochimaru?" Itachi questioned as his drink was placed before him.

"That's none of your business," Jiraiya replied curtly.

"Oh, but it is. You're going somewhere dangerous again, aren't you? Somewhere you can't take Naruto," Itachi spoke, sipping his drink.

"…Orochimaru's set himself up somewhere I can't bring anyone under Gildarts' level," Jiraiya sighed, "I'm hoping that Makarov will agree to shelter Naruto until I finish my work in that place."

"Makarov won't allow anything that might be a danger to his children in his Guild—you know that. That's why you need to tell me his connection to Orochimaru—I can vouch for him, but I need to know the truth. I can't—I won't lie to Makarov Dreyar, not even for you," Itachi frowned.

"…It was five years ago," Jiraiya began, "That I was still just wandering from town to town, not taking up any jobs and just living how I wanted to. While I was camping out on the road, I was approached by a young boy of seven years of age. He was the most robotic, lifeless husk of a kid you'd ever see…and in the blink of an eye, he attacked me. He was surprisingly strong, you know. I fought him all night and well into the morning before he finally collapsed."

"…And that boy was Naruto," Itachi mumbled, "He was that strong at such a young age?"

"He _was _that strong. I've taught the brat to be human—to understand the value of life. He was that strong because of the way he fought…like a wild animal with no regard for his or anyone else's life. He was so…primal…because Orochimaru had made him that way. Naruto was raised by Orochimaru to be a perfect killing machine. Did a damn good job, too," Jiraiya lifted his shirt, revealing to Itachi a large and discolored scar across his chest, "The brat gave me that."

"H-H…He did that to you? One of the Sannin?" Itachi murmured in awe, "He can't be human!"

"…He isn't," Jiraiya muttered, downing his drink, "…Naruto is a demon from the Book of Zeref, just like Lullaby and Deliora."

Jiraiya sighed as Itachi sprung up his seat in shock, spitting his drink out in surprise as he coughed. Itachi turned to Jiraiya as if he had grown a second head, "A demon? Are you insane? If the Magic Council knew that you were sheltering a demon from the Book of Zeref, do you know what they wou—"

"Yes. I'm fully aware of how much trouble Naruto would be in, of how much trouble I would be in," Jiraiya cut in, "I don't know how Orochimaru got his hands on the Book of Zeref, but he created Naruto with the intention of creating others like him. Naruto…he was just a kid. I took him under my wing—forcefully at first. The little guy wouldn't stop biting me, so I had to tie him up and drag him around, but he eventually opened up to me. He's disgusted with himself, you know? He hates that he's a demon and he tries so hard to be human…that's why he's forsaken his natural powers and abilities as a demon in favor of learning human Magic. That's why he's so intent on defeating demons that Orochimaru makes. That's why he helped me developed the _Demon Slaying Arts…_he just wants to be human."

"…He's lying to himself, then," Itachi sighed, picking his seat up and sitting back down in it, "He'll never be happy if he can't accept himself."

Jiraiya chuckled a bit, "Try telling him that. He's as stubborn as a mule."

"So…when he uses his powers as a demon…" Itachi began.

"I doubt there's anyone in Fairy Tail that can defeat him other than you, Gildarts, and Makarov," Jiraiya finished.

"But as he is now?" Itachi questioned.

"I'd place him somewhere around Natsu's level," Jiraiya reasoned, "You've seen the kid. He's an idiot, but he's got a good heart. Would you be willing to vouch for him?"

"…Naruto-san doesn't seem like a bad person and I trust your judge of character. I'll see what I can do," Itachi smiled lightly as he finished his own drink.

"Thanks. I owe you one," Jiraiya smiled back.

"You can start by paying for my drink—you walked out without paying last time and I had to pay for yours," Itachi smirked at Jiraiya's annoyed look. Muttering something about vindictive cheapskates, Jiraiya forked a few jewels onto the counter as the two exited the restaurant.

* * *

_Disclaimer: I do not own Fairy Tail or Naruto._

Alright, so, this was a story that I wrote to get my creative juices flowing, mostly because I have come down with a massive case of writer's block. Please tell me what you guys think—this is just a little thing I'll be doing on the side with no real update schedule, so if you guys absolutely hate it, I might just take it down entirely. This thing actually went through, like, several complete rewrites—one version had Naruto meeting up with Shikamaru, who's in Lamia Scale, and beating down Mizuki, who led a group of bandits, one had Naruto already a Fairy Tail Mage and he was just heading back to Magnolia, and another had Naruto and Jiraiya teaming up to deal with a giant demon that bandits had bought from Orochimaru…yeah, I had a lot of trouble picking out ideas for a prologue. Before we end off, though, allow me to just explain a few things!

_1. Muspelheim _is based on Norse Mythology, in which Muspelheim is a realm of primordial flames.

2. Naruto's age is meant to be young, because I plan to carry this story past the timeskip and into the Great Magic Battle arc.

3. Yes, there will be a pairing…it will just take a long time to develop, but it will be hinted with cushiony pieces of fluff along the way!

4. Yes, this is one of those crossovers where the characters of one series (Naruto) were born in the world of the other series (Fairy Tail). If you don't like those, I'm sorry for having wasted your time and that it's not your cup of tea, but I personally like how creative you can get with them.

So, please review and tell me what you think for the above mentioned reason! I'm heading off to become a college freshman in two weeks, so I might be a bit busy to be on the site, but I will definitely try to overcome my writer's block and update before the end of August!


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